A    Interpretation

1.           Definitions

1.1                In these Conditions, the following definitions apply:

Aborted Supply Contract

has the meaning given to it in clause 7.1;

Acceptance

means confirmation in writing, in electronic form or in a recorded telephone conversation that a Customer agrees to receive a supply of electricity and/or gas on the Supply Terms;

Business Day

means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;

Commencement Date

has the meaning set out in clause 3.2;

Conditions

means these terms and conditions as amended from time to time in accordance with clause 17;

Contract

means the contract between Eco Logic and the Customer for the supply of Services, incorporating these Conditions and the Letter of Authority;

Contract Value

has the meaning given to it in clause 6.4;

CoT/CoO

means change of tenancy or change of occupancy;

Customer

means the person or firm who receives Services from Eco Logic;

Eco Logic

means Eco Logic Partners Limited registered in England and Wales with company number 09293576. Endeavour House, Colmet Court, Team Valley Trading Estate, Gateshead, NE11 0EF.

Letter of Authority

means the Customer's signed letter of authority appointing Eco Logic as its agent in connection with the Services;

Schedule of Services

means the services description document provided by Eco Logic to the Customer entitled Schedule of Services; and

Services

means the services supplied by Eco Logic to the Customer as set out in the Schedule of Services;

Supply Contract

has the meaning given to it in clause 6.3.1;

Supply Terms

means the terms on which a Utility Provider tells Eco Logic that it is willing supply electricity and/or gas to a Customer; and

Utility Provider

means any business which supplies electricity and/or gas to businesses.

2.           Construction

2.1                In these Conditions, the following rules apply:

2.1.1    a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

2.1.2    a reference to a party includes its successors or permitted assigns;

2.1.3    a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and a reference to a statute or statutory provision indudes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and

2.1.4    a reference to writing or written includes faxes and e-mails.

B    The Contract

3.           Basis of Contract

3.1                The Letter of Authority constitutes an offer by the Customer to receive the Services in accordance with these Conditions.

3.2                The offer set out in clause 3.1, shall only be deemed to be accepted when Eco Logic issues a written acknowledgement of the Letter of Authority, at which point and on which date the Contract shall come into existence (Commencement Date).

3.3                If no written acknowledgement of the Letter of Authority is sent under clause 3.2, the Commencement Date shall be the date on which Eco Logic sends to the Customer Supply Terms or otherwise confirms in writing that Eco Logic is providing or agrees to provide the Services to the Customer.

3.4                The Contract constitutes the entire agreement between the parties and supersedes any previous arrangement, understanding or agreement between the Customer and Eco Logic. The Customer acknowledges that it has not relied on any statement, promise, warranty or representation (whether made negligently or innocently) made or given by or on behalf of Eco Logic which is not expressly set out in the Contract. The Customer agrees that all liability for and remedies in respect of any representations are excluded except as expressly provided in the Contract.

3.5                Any descriptive matter or advertising issued by Eco Logic, and any descriptions contained in Eco Logic's advertising or marketing material, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force; unless expressly set out in the Schedule of Services.

3.6                These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

C    Supply of Services

4.           Eco Logic’s Obligations

4.1                Eco Logic:

4.1.1    shall:

(a) subject to clauses 10 and 11; from the Commencement Date supply the Services to the Customer in accordance with the Conditions.

(b) use all reasonable endeavors to meet any performance dates provided by Eco Logic from time to time; provided always any such dates shall be estimates only and time shall not be of the essence for performance of the Services or any part thereof by Eco Logic.

(c)  have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement or which do not materially affect the nature or quality of the Services, and Eco Logic shall notify the Customer in any such event.

4.1.2    warrants to the Customer that the Services will be provided using reasonable care and skill.

5.           Customer's Obligations

5.1                The Customer:

5.1.1    shall:

(a) ensure that any information, data or documents provided by the Customer to Eco Logic, from time to time, are complete, up to date and accurate;

(b) co-operate with Eco Logic in all matters relating to the Services;

(c)  inform Eco Logic immediately if the Customer intends or anticipates it a CoT/CoO;

(d) on demand provide Eco Logic with such information, data or documents as Eco Logic may require from time to time in order to supply the Services;

(e) provide such assistance as Eco Logic may reasonably require from time to time in relation to the Services;

(f)   immediately inform Eco Logic if there is any change in the Customer's circumstances and/or business, which may affect the provision of the Services;

(g) provide authority to enter into discussions and/or arrangements with such Utility Providers as Eco Logic may determine (as further detailed in the Letter of Authority) and the Customer agrees that Eco Logic may supply any information, data or document Eco Logic may receive from the Customer to any such Utility Provider, and

(h) comply with the provisions of the Bribery Act 2010 and any other applicable legislation.

5.1.2    shall not:

(a) engage anyone else to carry out services the same or similar to the Services for any period Eco Logic is engaged to provide the Services;

(b) authorise, allow or otherwise suffer an authority to be registered with any Utility Provider in place of or competition with the Letter of Authority;

(c)  negotiate, discuss or correspond with an intermediary or Utility Provider with a view to entering a contract or agreement for supply of energy which will or may cause an Aborted Supply Contract; or

(d) otherwise cause an Aborted Supply Contract.

5.1.3    warrants and represents that all information, data and documents provided by it to Eco Logic from time to time are complete, up to date and accurate.

5.1.4    recognises and acknowledges that:

(a) Eco Logic shall rely on the information provided by the Customer in performing the Services and in the operation of its business generally;

(b) Eco Logic may receive commissions in relation to the Supply Contract, even before the supply of energy begins; and

(c)  upon Acceptance Eco Logic has provided a service of value to the Customer.

5.2                If Eco Logic’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer in connection with, or related to, the Services or failure by the Customer to perform any relevant obligation (Customer Default):

5.2.1    Eco Logic shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Eco Logic's performance of any of its obligations;

5.2.2    Eco Logic shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Eco Logic's failure or delay to perform any of its obligations as set out in these Conditions; and

6.           Acceptance and Supply Contract

6.1                Eco Logic shall, in providing the Services, provide to the Customer Supply Terms.

6.2                The Customer shall, at its own discretion, inform Eco Logic if it wishes to accept any Supply Terms by communicating Acceptance to Eco Logic.

6.3                By Acceptance the Customer:

6.3.1    agrees to purchase energy from the Utility Provider on the Terms of Supply (Supply Contract);

6.3.2    authorises Eco Logic to take all necessary steps to conclude the Supply Contract with the Utility Provider on the Customer’s behalf;

6.3.3    agrees to pay on demand to Eco Logic the Contract Value; and

6.3.4    indemnifies Eco Logic in accordance with clause 7.

6.4                From Acceptance the Customer undertakes to Eco Logic that is shall not take, agree to or authorise any action (whether specified or not) or steps designed or intended to cause the Supply Contract to become an Aborted Supply Contract, including, but not limited to:

6.4.1    engaging another person, business or organisation to negotiate with any Utility Provider on its behalf or provide services which compete with the Services;

6.4.2    allowing or causing, intentionally or recklessly, a notice of a CoT/CoO to sent to a Utility Provider; or

6.4.3    allowing or causing, intentionally or recklessly, any false or misleading information to be communicated to Eco Logic or Utility Provider.

6.5                The Contract Value shall be:

6.5.1    calculated as:

(a) the amount Eco Logic will receive in commissions or other benefits over the full term of the Supply Contract, less

(b) any amounts Eco Logic shall be required to pay over the full term of the Supply Contract, and

(c)  any amounts received by Eco Logic in relation to the Supply Contract.

6.5.2    and notified to the Customer by Eco Logic:

(a) on request; or

(b) on demand of payment.

7.           Indemnity

7.1                Where the Customer has sent Acceptance, but no supply of energy is made under the Supply Contract, or the Supply Contract is ended before its term, because of any breach of the Customer’s obligations under this Contract (Aborted Supply Contract), the Customer agrees to indemnify and hold harmless Eco Logic against, and to pay to Eco Logic immediately on demand:

7.1.1    all costs, expenses, losses or charges incurred in connection the Aborted Supply Contract;

7.1.2    all payments or other benefits received by Eco Logic from the Utility Provider in relation to the Abandoned Supply Contract for which the Utility Provider demands repayment; and

7.1.3    all costs, expenses, losses or charges incurred in connection Eco Logic enforcing its rights under this clause 7.

7.2                The amount of the indemnity in clause 7.1.8 shall not exceed the Contract Value.

8.           Confidentiality

8.1                A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.

8.2                This clause 6 shall survive termination of the Contract (for whatever reason).

8.3                The Customers details and preferences are held by Eco Logic under the Data Protection Act and are also held by the energy Eco Logic.

9.           Limitation of Liability:

9.1                Nothing in these Conditions shall limit or exclude Eco Logic's liability for:

9.1.1    death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

9.1.2    fraud or fraudulent misrepresentation;

9.1.3    breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

9.1.4    any other liability which it is illegal or unlawful for Eco Logic to limit or exclude liability for.

9.2                Without prejudice to clause 9.1, Eco Logic shall not under any circumstances whatsoever, be liable to the Customer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:

9.2.1    loss of profit;

9.2.2    loss of goodwill;

9.2.3    loss of business;

9.2.4    loss of anticipated saving;

9.2.5    special, indirect or consequential damage;

suffered by the Customer arising under or in connection with the Contract or any Supply Contract.

9.3                Without prejudice to clauses 9.1 and 9.1.4, Eco Logic's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the aggregate commission received by Eco Logic from a Utility Provider in connection with the Services provided to the Customer.

9.4                Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.5                This clause 9 shall survive termination of the Contract (for whatever reason).

10.        Termination

10.1             Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

10.1.1 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

10.1.2 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

10.1.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

10.1.4 the other party is the subject of a bankruptcy petition or order,

10.1.5 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

10.1.6 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

10.2             Eco Logic may promptly terminate the provision of the Services at any time by providing written notice to the Customer.

10.3             Termination of this Contract shall not relieve the Customer of any obligations to pay any amount to Eco Logic in clauses 6 or 7.

D    General

11.        Force majeure:

11.1             For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Eco Logic including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Eco Logic or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of any current or potential Utility Provider (whether engaged by the Customer, Eco Logic or not);

11.2             Eco Logic shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

11.3             If the Force Majeure Event prevents Eco Logic from providing any of the Services for more than 30 days, Eco Logic shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

12.        Assignment and subcontracting:

12.1             Eco Logic may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent;

12.2             The Customer shall not, without the prior written consent of Eco Logic, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

13.        Waiver

13.1             A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy;

13.2             Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

14.        Severance:

14.1             If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected;

14.2             If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

15.        No partnership:

15.1             Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

16.        Third parties:

16.1             A person who is not a party to the Contract shall not have any rights under or in connection with it

17.        Variation:

17.1             Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Eco Logic.

18.        Governing law and jurisdiction

18.1             This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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